Item 2.05-Costs Associated with Exit or Disposal Activities

On January 16, 2009, WellPoint, Inc. (the "Company") announced that it will reduce its workforce by approximately 1,500 positions. The Company is reducing its workforce in response to the ongoing economic downturn as it continues to manage its business for long-term success.

The Company anticipates that the fourth quarter 2008 after-tax charge related to the workforce reduction will be approximately $24 million and all of such amount is expected to be paid out in cash during 2009.

A copy of the press release relating to this announcement is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits.

The following exhibit is being furnished herewith:

Exhibit Description
99.1 Company Press Release dated January 16, 2009

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Company and its representatives may from time to time make written and oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA), including statements in this report, in presentations, press releases, filings with the Securities and Exchange Commission, or SEC, and reports to shareholders and in meetings with analysts and investors. The projections referenced in this report are forward-looking and they are intended to be covered by the safe harbor for "forward-looking statements" provided by PSLRA. Words such as "expect(s)", "feel(s)", "believe(s)", "will", "may", "anticipate(s)", "intend", "estimate", "project" and similar expressions are intended to identify forward-looking statements, which generally are not historical in nature. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed and identified in our public filings with the SEC; and, risks and uncertainties regarding estimated severance costs, including changes in the actual number as compared to the assumed number for the Company's tax rate, amount

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of severed employees and amount payable to severed employees. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by federal securities law, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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